§ 12.01. Sale of the assets in regular course of activities and mortgage of assets
(a) A corporation may on the terms and conditions and for the consideration determined
by the board of directors:
(1) sell, lease, exchange, or otherwise dispose of all, or substantially all, of its property
in the usual and regular course of its activities; or
(2) mortgage, pledge, dedicate to the repayment of indebtedness (whether with or without
recourse), or otherwise encumber any or all of its property whether or not in the
usual and regular course of its activities.
(b) Unless the articles require it, approval of the members or any other person of a transaction
described in subsection (a) of this section is not required. (Added 1995, No. 179 (Adj. Sess.), § 1, eff. Jan. 1, 1997.)
§ 12.02. Sale of assets other than in regular course of activities
(a) A corporation may sell, lease, exchange, or otherwise dispose of all, or substantially
all, of its property (with or without the good will), other than in the usual and
regular course of its activities on the terms and conditions and for the consideration
determined by the corporation’s board, if the proposed transaction is authorized by
subsection (b) of this section.
(b) Unless this title, the articles, bylaws, or the board of directors or members (acting
pursuant to subsection (d) of this section) require a greater vote or voting by class,
the proposed transaction to be authorized must be approved:
(1) by the board;
(2) by the members by two-thirds of the votes cast or a majority of the voting power,
whichever is less; and
(3) in writing by any person or persons whose approval is required by a provision of the
articles authorized by section 10.30 of this title for an amendment to the articles or bylaws.
(c) If the corporation does not have members, the transaction must be approved by a vote
of a majority of the directors in office at the time the transaction is approved.
In addition the corporation shall provide notice of any directors’ meeting at which
such approval is to be obtained in accordance with subsection 8.22(c) of this title. The notice must also state that the purpose, or one of the purposes, of the meeting
is to consider the sale, lease, exchange, or other disposition of all, or substantially
all, of the property or assets of the corporation and contain or be accompanied by
a copy or summary of a description of the transaction.
(d) The board may condition its submission of the proposed transaction, and the members
may condition their approval of the transaction, on receipt of a higher percentage
of affirmative votes or on any other basis.
(e) If the corporation seeks to have the transaction approved by the members at a membership
meeting, the corporation shall give notice to its members of the proposed membership
meeting in accordance with section 7.05 of this title. The notice must also state that the purpose, or one of the purposes, of the meeting
is to consider the sale, lease, exchange, or other disposition of all, or substantially
all, of the property or assets of the corporation and contain or be accompanied by
a copy or summary of a description of the transaction.
(f) If the board needs to have the transaction approved by the members by written consent
or written ballot, the material soliciting the approval shall contain or be accompanied
by a copy or summary of a description of the transaction.
(g) A public benefit corporation must give written notice to the Attorney General 20 days
before it sells, leases, exchanges, or otherwise disposes of all, or substantially
all, of its property if the transaction is not in the usual and regular course of
its activities unless the Attorney General has given the corporation a written waiver
of this subsection.
(h) After a sale, lease, exchange, or other disposition of property is authorized, the
transaction may be abandoned (subject to any contractual rights) without further action
by the members or any other person who approved the transaction in accordance with
the procedures set forth in the resolution proposing the transaction or, if none is
set forth, in the manner determined by the board of directors. (Added 1995, No. 179 (Adj. Sess.), § 1, eff. Jan. 1, 1997.)